OFFER OF EMPLOYMENT

Exhibit 10.1

WJ Communications, Inc.

401 River Oaks Parkway

San Jose, CA 95134

July 18, 2005

Personal and Confidential

Re:  Offer of Employment

Dear Mr. Knoch:

We are pleased to offer you a position with WJ Communications, Inc., as Vice President of Operations at a starting annual salary of $200,000/year.  In this position, you will report directly to myself. Your responsibilities will include all functions associated with operations of the Company, including sustaining engineering, quality and planning groups.  You will also have duties and responsibilities assigned to you from time to time by myself and by the Company’s Board of Directors.

This offer letter is not an employment contract, but is intended to describe the basic terms of your employment.  The exact terms of your employment will be as set forth in an Employment Agreement, which will contain specific details regarding your compensation, benefits, and obligations as an Officer of WJ Communications, and in the other documents described below.  We will prepare the Employment Agreement within 30 days of your employment at WJ.  Your employment package will include the following:

•                  You will participate in the Top Management Incentive Bonus program, which provides a target bonus up to a maximum of 60% of your base salary to be paid quarterly.  Your actual bonus will depend on two things: achievement of the Company’s revenue and profitability objectives and achievement of certain individual objectives defined each quarter.  You will be guaranteed $20,000 bonus for the year ending 2005 plan of your employment.

•                  You will receive a sign-on bonus of $20,000, less applicable taxes, upon commencing employment.